Star Wars Rise and Fall of the Empire
by Beifong224
Summary: AU. Our Story starts off during Order 66 and shows how the Clone troopers and Jedi fight together to end the reign of the Sith.


The 501st Legion silently marched up the steps of the Jedi Temple with their new lord Darth Vader. All the 501st Clone troopers knew what was about to happen what they were about to do. A few of the Clones might have had doubts but orders were orders. This night the Jedi would not survive. Operation Knightfall was about to begin

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On the sinkhole world of Utapau Republic forces were pushing back the droid forces. As more LAAT/i gunships flew into the city bringing more 212th Clone troopers the population of the CIS was dwindling. AT-TE and AT-RT also had great affect in driving the Separatists into Pau City's inner region.

"Sergeant over here!" ordered a Paratrooper who was taking care of a wounded Clone trooper. A nearby LAAT/i brought in more Clone troopers. "All red units let's go, let's go!" A Clone trooper said as he got on the back of an LM-432 crab droid and fired his DC15s carbine destroying the droid and another nearby crab droid. Clone Lieutenant Boil was shooting B1 and B2 droids while an AT-TE supported him and his platoon. Boil shot a B1 in the head and with the help of Trapper gunned down the last B2 droid.

"Boil go report to Cody that the droid forces are getting pushed back into the inner-city we can handle this" said Trapper as he ordered the AT-TE to advance. An LAAT/i picked up Boil and delivered him to Cody's position.

"Commander the clankers are being pushed back into the inner-city we should have Pau city in no time." Reported Boil

"Excellent. Boil you are one of my best men I could never replace you and it's an honor to fight along your side in the last battle of the Clone Wars." Said the Clone Commander

"Thank you Commander, I'm glad I made you proud." Replied Boil

"Right. Now let's end this fight so we can all go back home!" Cody said

"Yes Sir!" Boil took a platoon to advance into the city. Meanwhile Obi Wan was riding Boga through the city passing thousands of Clones and droids. Commander Cody heard Boga and turned around to see General Kenobi and the lizard approaching him.

"Commander, contact your troops tell them to move to the higher levels." Said Obi Wan

"Very good sir Oh, and by the way…" Cody took out Kenobi's lightsaber "I'll think you'll be needing this" finished the Commander as he handed Kenobi his saber.

"Thank you Cody, now let's get a move on we got a battle to win here!" replied Kenobi as he rode off to the Separatist HQ. Cody said a "Yes Sir!" and saw his General and best friend ride off for a little bit before putting on his helmet. Boil and his platoon were keeping the nearby AT-TE safe from tri droids. Cody then heard a beeping sound coming from one of his compartments and took out his communicator. When he activated it he saw a deformed Chancellor in dark robes.

_*Commander Cody, the time has come execute Order 66* _

Cody hesitated for a split second before replying "Yes my Lord!" Cody then looked up at Kenobi's position that was currently scaling the cliff. Boil also received the order via helmet commlink. Cody then whistled to the AT-TE gunner and pointed to Obi Wan saying "Blast HIM!" As the AT-TE fired its main canon Boga sensed this and got in the way of the shot causing her to lose her footing and fall into the sinkhole with Kenobi. As Boil watched this he couldn't hold back a feeling of regret as he saw the Jedi plummet.

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On Mygeeto the Republic forces were fighting on the long bridges of Mygeeto as Octuptarra droids, B2 and B1 droids were trying to hold them back. Commander Bacara with Commander Jet took some cover behind some debris when Bacara heard a beeping sound. The Commander took out his communicator which revealed the Chancellor.

_*Commander Bacara, execute Order 66*_

Jet also received the message as did all the Galactic Marines. Bacara quickly got up from his position and started to advance with a cadre of Marines. General Mundi oblivious to the order was busy deflecting laser bolts until one Octuptarra shot a missile at a UT-AT on the bridge. Mundi rallied his troopers and said "Come on!" As he charged into battle Bacara and his Marines stopped, like Cody Bacara hesitated due to his friendship with the General but eventually fired. Ki Adi Mundi deflected a handful of shots killing three Marines but Bacara shot his stomach rendering Mundi incapable of defending himself while the rest of the Marines bombarded him with laser bolts eventually killing him.

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Aayla Secura was leading a convoy of AT-TEs, swamp speeders, AT-OTs and AT-Aps with the 327th star corps on Felucia. As they moved through the rough jungle terrain they were getting closer to they're target. Barriss Offee also led a convoy of troopers and AT-TE's to Har Gau in order to destroy a droid facility. On her way she was met by a company of B1 and B2 battle droids. She and her Clone troopers led by Lieutenant Galle immediately engaged the droids. While Offee sliced a few droids some were attempting to surround her Galle noticed this "Focus on the droids trying to surround Commander Offee!" Galle ordered and his troopers did just that. When Barriss finished cutting off the droid's heads she ordered her troops to advance.

_*Lieutenant Galle execute Order 66*_ Chancellor Palpatine order via helmet commlink. Galle ordered his troops to halt a confused Offee turned around only to notice the AT-TE's cannon fixed on her position.

"Fire!" Galle ordered and the AT-TE shot at Offee sending her flying through the air before landing on the Felucian soil. 

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Luminara Unduli was currently fighting on Kashyyyk destroying the advancing droid forces alongside Clone Captain Draa and his men. The Wookies also helped her by disassembling droids and shooting them with their bowcasters. Draa ordered a rocket trooper to destroy an advancing NR-N99 tank droid. The trooper fired and destroyed it right before it was about to run over Luminara. Meanwhile an AT-AP came from behind them for fire support Luminara then ordered her troopers to charge into the battle. Captain Draa and his men eagerly followed her destroying many tank droids and B1 and B2 droids along with a couple of DSD1 dwarf spider droids. Wookie flutter craft and Catamaran tried to assist her with some air support but most were taken down by HMP droid gunships. Luckily AT-AP's shot them down.

Captain Draa then put his hand to the side of his helmet and the order came in _*Execute Order 66* _Draa and his men drew they're DC15S and DC15A rifles and zapped her. After all Luminara did they couldn't kill her, her unconscious body was taken on a gurney attached to a BARC speeder and she was taken to an A6 juggernaut were more of Draa's men were at and they made sure she was alright. Another A6 juggernaut saw Quinlan Vos on the observation platform of another A6 and Commander Faie ordered his juggernaut to fire at Vos'. The blast killed Vos and his body incinerated on Kachirino's beach.

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On Felucia Aayla Secura had just finished killing an Acklay which her troopers were getting sick of seeing throughout the forest. As the convoy and her troopers moved up she heard a sound and ordered her troops to halt.

_*Commander Bly, execute Order 66*_

"Bly do you think its droids?" Aayla asked her Clone Commander.

"No" his response was quick and sounded a bit harsh. She then continued to advance her convoy until she saw OG-9 homing spider droids and an AAT in battle formation with battle droids surrounding them. Commander Bly and his Lieutenants waited until Aayla was distracted and raised they're DC15S and DC15A rifles. Fortunately Aayla got out her blue lightsaber and deflected the shots and force pushed the Clones back. She escaped into the jungle leaving Commander Bly and his Lieutenants depressed that they ran off the Jedi they respected the most.

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Over the skies of Cato Neimoidia Plo Koon and a squadron of Arc-170s were patrolling the area this was one of the last patrols before they leave with the 104th and go to Coruscant. After a few minutes they were heading back to their Venator, and then Captain Jag received a transmission.

_*Execute Order 66*_

Despite Jag's feelings toward the general he replied with an "It will be done my Lord" and fired upon Plo Koon's fighter. However Plo Koon ejected and landed on one of the bridge cities, an AT-TE appeared behind Plo Koon and fired at the Arc-170s blowing them out of the sky.

Commander Wolffe and Wolfpack walked alongside the AT-TE and they lowered their rifles and carbines.

"General Koon, are you alright?" asked Wolffe putting a hand on his shoulder.

"Yes Commander thank you for your help" replied Plo Koon.

"We ain't going to let you die like that general" said Wolffe as he ordered his troopers to move on to the Republic Venator were Admiral Coburn was awaiting them.

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Meanwhile on Saleucami Commander Neyo was at the Republic base he was going to inform his general Stass Allie that some droids were spotted in the area. As he was about to go into her tent she came out.

"OH! Commander I wasn't expecting you" she said.

"No worries General however some droids have been reported near the area" Allie was surprised about this Saleucami had fallen and she was certain all droids in the area had been destroyed.

"Commander bring one of your Lieutenants were going to scout the area" Stass Allie ordered.

"Yes Sir, Right away!" After grabbing one of his troopers Neyo ordered that Razor and Stak of Lightning Squadron to take command while he was gone. A couple of minutes later Neyo and his Lieutenant were riding on BARC speeders right behind Stass Allie who was riding a 74-Z speeder. So far there were no droids in sight; Allie started to wonder if it was just a bad report.

Neyo then lifted his fingers to the side of his helmet due to an encrypted message _*Commander Neyo, execute Order 66*_ Neyo nodded and looked at his trooper they both pulled back a few feet from Allie and they fired. Her speeder was sent flying through the air and crashing into rocks before finally landing in a small pond. The Clone troopers were about to continue the recon mission but then they both realized they just shot their best friend. Both troopers immediately stopped and drove back to Stass Allie's body. Neyo took her pulse she was still alive thankfully.

"Razor, Stak get me a gunship and make sure to bring some medics General Allie is going to need lots of help" said Neyo

_*But sir isn't she a traitor?* _asked Razor

"Listen trooper has the general done anything that is treasonous?" asked Neyo who was becoming ever more worried about Allie.

_*No sir! We'll send a gunship down there immediately*_

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Commander Appo's 501st Legion was wreaking havoc on the Jedi Temple. Appo and a squadron managed to surround a Jedi and gun him down. Around Appo other troopers were shooting Jedi in the back or throwing grenades at them. One trooper distracted a Jedi while another came around and shot him. Others shot the Jedi from a distance. Appo then saw another Jedi and went up to her and quickly dodged her saber before shooting her in the back. An AT-RT then burst through a wall and began to finish off the Jedi. Appo and his men advanced through a hallway were huge windows were overlooking Coruscant. A handful of Jedi ignited their sabers and attacked the Clones. Appo and his men scattered avoiding the sabers, they quickly turned around catching the Jedi of guard and shot all of them.

"Come on! We've got rooms to clear out!" Appo waved his hand and ordered his troopers to advance. The Clones opened a door to a room where they saw younglings. Appo and his men drew their blasters and fired. When the Clone Commander saw the dead kids he couldn't believe what he had done _"Is there honor in this" _He thought before moving on to meet up with Vader at the communications room.

"Appo have assassins posted here guard the beacon with your lives" ordered Vader

"Yes Sir!"

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The battle continued on Kashyyyk, to Wookies kept firing at a NR-N99 droid tank until it blew up sending one of the droids on it flying through the battlefield. From behind the seawall A6 juggernauts charged into battle spraying missiles into the advancing droid ranks. The charge was assisted with AT-AP walkers, ISP swamp speeders, and AT-RT walkers. In the sky Wookies on flutter craft shot at HMP droid gunships crashing them on the beach.

As the battle ensued Commander Gree received a message on his communicator. He took out his communicator and a mysterious figure that Gree could only assume as the Chancellor due to it being such an encrypted message.

_*Commander Gree it is time, execute Order 66*_

"It'll be done my lord" As the mysterious figure disappeared Commander Gree thought again about his decision he crumbled his communicator and threw it off the platform. The Commander ordered his Lieutenant to stand down "Master Yoda the Chancellor has ordered your execution"

"Hmmm… But agree with his decision you do not?" Yoda asked turning around to look at the Commander.

"No sir. We must get you off world before Faie and his troopers suspect anything" The Commander explained. Yoda agreed so he got on Chewbacca's back and soon the Clone Lieutenant, Tarful, Chewbacca and Gree with Yoda went as fast as they can to the mountains.

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Senator Organa saw the flames coming from the Jedi Temple and decided to land on his speeder on one of the landing platforms he was met by Commander Appo and his 501st Clone troopers.

"What's going on here?" demanded Senator Organa but he was halted by Appo.

"There's been a rebellion, sir. Don't worry. The situation is under control. I'm sorry, sir. It's time for you to leave" Commander Appo and his Clones drew their DC15S carbines on the Senator.

"And so, it is" As Bail was leaving the scene a Jedi padwan Zett Jukassa jumped out behind Appo and his Clone troopers, the Jedi managed to slash Clone trooper and cut another's leg off also he injured Commander Appo. More troopers came out of the hanger led by Sergeant Fox. Zett managed to deflect to blaster bolts and kill two troopers before Sergeant Fox and his men shot him.

"NO!" Bail yelled as the 501st troopers took aim. Organa left the Temple on speeder; he was not pursued due to Sergeant Fox saying "Don't worry about him. Let him go"

Organa horrified of what he saw left Coruscant on the Sundered Heart determine to save Jedi

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On Utapau Commander Cody was being informed of Kenobi's whereabouts by a Paratrooper.

"Did you find Kenobi?" asked the Commander

"Sir nobody could've survived that fall" the Paratrooper exclaimed.

"Get your men on the ship. Move it!" Cody ordered as more Utapauns were taken into custody. Kenobi overheard and decided that now was the time to leave. OOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOOO

On Kashyyyk the homes of the Wookies were bombed and an AT-RT patrol was scouting the area for Wookie rebels.

"All these Wookies are dead. Move to the East!" ordered an ARF trooper aka AT-RT driver commander.

"Yes Sir!" Two AT-RTs went to the East, others headed north.

Meanwhile deep in the forest of Kashyyyk an escape pod and a Jedi interceptor were hidden behind the jungle growth.

"You better get moving Commanders before Faie and his men find you" Gree explained. Luminara and Yoda said their goodbyes to Gre, Draa, and the Wookies Chewbacca and Tarfful before they left Kashyyyk.

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Along the way Kenobi eluded AT-RTs and troopers even an A6 juggernaut. As he got closer he was met by Boil and a squadron of Clones that included Wooley (now a Paratrooper) and Trapper.

"General Kenobi you live?!" Boil was surprised he thought for sure the General died, Kenboi ignited his saber but Boil told him to put it down then he and his squad showed Kenobi the way to Grievous' starfighter. Obi Wan left the planet unseen by any other Clones.

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**This is the end of Chapter 1. Hopefully I'll get a new chapter up soon but please review what you think about it.**


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